WA Dept of Ecology WQC-2016-EverPW-00014 6/8/2016

State of Washington Department of Ecology Page 30 of41 Agreement No: WQC-2016-EverPW-00014 Project Title: Cleveland Ave.Sewer Replacement and Stormwater Separation Recipient Name: City of Everett-Public Works Department Procedures for Termination.If this loan agreement is terminated prior to project completion,ECOLOGY shall provide to the RECIPIENT a written notice of termination at least five working days prior to the effective date of termination (the"Termination Date"). The written notice of termination by the ECOLOGY shall specify the Termination Date and,when applicable,the date by which the RECIPIENT must repay any outstanding balance of the loan and all accrued interest(the"Termination Payment Date"). Termination and Default Remedies No Further Payments. On and after the Termination Date,or in the event of a default event,ECOLOGY may,at its sole discretion,withdraw the loan and make no further payments under this agreement. Repayment Demand. In response to an ECOLOGY initiated termination event,or in response to a loan default event, ECOLOGY may at its sole discretion demand that the RECIPIENT repay the outstanding balance of the Loan Amount and all accrued interest. Interest after Repayment Demand. From the time that ECOLOGY demands repayment of funds,amounts owed by the RECIPIENT to ECOLOGY shall accrue additional interest at the rate of one percent per month,or fraction thereof. Accelerate Repayments. In the event of a default,ECOLOGY may, in its sole discretion,declare the principal of and interest on the loan immediately due and payable,subject to the prior lien and charge of any outstanding Senior Lien Obligation upon the Net Revenue. That is,the loan is not subject to acceleration so long as any Senior Lien Obligations are outstanding. Repayments not made immediately upon such acceleration shall incur Late Charges. Late Charges. All amounts due to ECOLOGY and not paid by the RECIPIENT by the Termination Payment Date or after acceleration following a default event,as applicable,shall incur late charges. Intercept State Funds. In the event of a default event and in accordance with Chapter 90.50A.060 RCW,"Defaults," any state funds otherwise due to the RECIPIENT may,at ECOLOGY's sole discretion,be withheld and applied to the repayment of the loan. Property to ECOLOGY. In the event of a default event and at the option of ECOLOGY,any personal property (equipment)acquired under this agreement may, in ECOLOGY's sole discretion,become ECOLOGY's property. In that circumstance,ECOLOGY shall reduce the RECIPIENT's liability to repay money by an amount reflecting the fair value of such property. Documents and Materials. If this agreement is terminated,all finished or unfinished documents,data studies, surveys, drawings,maps,models,photographs,and reports or other materials prepared by the RECIPIENT shall,at the option of ECOLOGY,become ECOLOGY property. The RECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. Collection and Enforcement Actions. In the event of a default event,the state of Washington reserves the right to take any actions it deems necessary to collect the amounts due,or to become due,or to enforce the performance and observance of any obligation by the RECIPIENT,under this agreement. Fees and Expenses. In any action to enforce the provisions of this agreement,reasonable fees and expenses of attorneys and other reasonable expenses(including,without limitation,the reasonably allocated costs of legal staff) Version 10/30/2015